DEALBOOK; El Paso Shareholders Approve Kinder Morgan Deal

By EVELYN M. RUSLI

Published: March 10, 2012

Casting aside the controversy, shareholders of the El Paso Corporation have approved Kinder Morgan's bid, originally valued at $21.1 billion.

During a special meeting on Friday, a group of shareholders representing about 79 percent of El Paso outstanding shares, voted overwhelmingly -- in excess of 95 percent -- for the deal. The transaction is expected to close in the second quarter.

''We are pleased that our shareholders overwhelmingly approved the pending merger with Kinder Morgan and we appreciate their support,'' Douglas L. Foshee, El Paso's chief and chairman, said in a statement. ''We view this as a tremendous outcome for our shareholders and customers.''

The vote caps a contentious debate over the deal.

Some El Paso shareholders had sued to block the deal, highlighting perceived conflicts of interest. They, in part, took issue with Goldman Sachs, which served as an adviser to El Paso and also owned a 19 percent stake in Kinder Morgan. The shareholders argued that Goldman's position on both sides of table likely led to an artificially low price.

Late last month, a Delaware State judge allowed the deal to go forward. But he sharply criticized the actions of Goldman and Mr. Foshee, who he described as a ''velvet-gloved'' negotiator who was tending to his personal interests.

In a letter to employees that was filed with regulators on Monday, Mr. Foshee said he acted properly, ''manner consistent with our values of stewardship and integrity.''

This is a more complete version of the story than the one that appeared in print.